[三季报]南 玻Ｂ(200012):2023年第三季度报告（英文版）
原标题:南 玻Ｂ:2023年第三季度报告（英文版） Chairman of the Board: CHEN LIN October 2023 Stock code: 000012; 200012 Short form of the stock: CSG A; CSG B Notice No.: 2023-035 CSG HOLDING CO., LTD. THE THIRD QUARTER REPORT 2023 The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no any fictitious statements, misleading statements, or important omissions carried in this report. Important Content Notice： 1. Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the facticity, accuracy and completeness of the whole contents. 2. Principal of the Company, responsible person in charge of accounting and principal of the financial department (accounting officer) confirm that the Financial Report enclosed in the Third Quarter Report of 2023 of the Company is true, accurate and complete. 3. Whether the third quarter report has been audited or not □Yes √No This report is prepared both in Chinese and English. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail. I. Main financial data (I) Main accounting data and financial indices Whether retrospective adjustment has been carried out on financial reports of previous periods or not □Yes √No
√Applicable □Not applicable Unit: RMB
□ Applicable √ Not applicable It did not exist that other profit and loss items met the definition of non-recurring gains and losses. Explanation of the non-recurring gains and losses listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering their Securities to the Public - Non-recurring Gains and Losses as recurring gains and losses □ Applicable √ Not applicable It did not exist that non-recurring profit and loss items listed in the Explanatory Announcement No. 1 on Information Disclosure of Companies Offering Securities to the Public - Non-recurring Profit and Loss were defined as recurring profit and loss items in the report period. (III) Particulars and explanations about significant changes in main accounting data and financial indices √Applicable □Not applicable The Group's major accounting statement items, financial indicators changes and reasons Unit: RMB
(1) The decrease in monetary funds was mainly due to the redemption of maturing corporate bonds. (2) The increase in notes receivable was mainly due to an increase in the collection of payments in the form of acceptance bills and an increase in notes used for pledge. (3) The increase in accounts receivable was mainly due to the increase in sales revenue of photovoltaic glass. (4) The decrease in receivables financing was mainly due to factors such as bill maturity and collection. the previous period would expire within one year. (6) The increase in other current assets was mainly due to the increase in input taxes to be deducted. (7) The increase of intangible assets was mainly due to the fact that the mining right payment prepaid in advance had obtained the mining right certificate, and the transfer of other non-current assets to intangible assets. (8) The increase in long-term prepaid expenses was mainly due to an increase in amortization items. (9) The increase in other non-current assets was mainly due to the increase in prepayment for construction equipment. (10) The increase in notes payable was mainly due to the increase in notes issued. (11) The increase in accounts payable was mainly due to the increase in accounts payable for construction equipment and materials. (12) The decrease in non-current liabilities due within one year was mainly due to the redemption of maturing corporate bonds. (13) The increase in other current liabilities was mainly due to the issuance of electronic debt vouchers, etc. (14) The decrease in long-term payables was mainly due to the payment of finance leases. (15) The increase in provisions was mainly due to the increase in mine rehabilitation costs. (16) The increase in special reserves was mainly due to the provision of special reserves. (17) The increase in operating costs was mainly due to the increase in revenue from the production of photovoltaic glass production lines, which drove the increase in costs. (18) The decrease in other income was mainly due to the decrease in the amortization of deferred income of certain subsidiaries. (19) The decrease in investment income was mainly due to the decrease in structural deposit income in the current period. (20) The increase in credit impairment losses was mainly due to the increase in accounts receivable for photovoltaic glass. (21) The increase in asset impairment losses was mainly due to the provision for inventory depreciation in the current period and the relatively small amount in the same period last year. (22) The decrease in asset disposal income was mainly due to the relatively small amount of asset disposal in the current period. (23) The decrease in non-operating expenses was mainly due to the decrease in donation expenses. (24) The decrease in income tax expense was mainly due to factors such as the decrease in total profit. (25) The decrease in minority shareholder gains and losses was mainly due to the decrease in net profit of non-wholly-owned subsidiaries. (26) The decrease in net amount of other comprehensive income after tax was mainly due to changes in the translation difference on foreign currency statements. II. Shareholder information (I) Particulars about the total number of common shareholders and preference shareholders with voting rights recovered as well as the shareholdings of the top ten shareholders Unit: Share
voted in favor of all proposals, and Zhongshan Runtian Investment Co., Ltd. voted against all proposals, Chengtai Group Co., Ltd. voted against all the proposals through the shares held by China Galaxy International Securities (Hong Kong) Co., Limited; on August 3, 2022, at the Company's Third Extraordinary General Meeting in 2022, Foresea Life Insurance Co., Ltd. voted in favor of all proposals, and Zhongshan Runtian Investment Co., Ltd. voted against all proposals. (II) Total number of preference shareholders and particulars about the shareholdings of the top ten preference shareholders □Applicable √Not applicable III. Other important matters √Applicable □ Not applicable 1. Ultra-short-term financing bills On May 16, 2022, the Company's 2021 annual general meeting reviewed and approved the "Proposal on Application for Registration and Issuance of Medium-Term Notes and Ultra-short-term Financing Bills", which agreed that the Company would register and issue ultra-short-term financing bills with a registered amount of not more than 1 billion yuan, The Company can issue one or more times within the validity period of the registration according to the actual capital needs and the capital situation of the inter-bank market. 2. Medium-term notes On May 16, 2022, the Company's 2021 annual general meeting reviewed and approved the "Proposal on Application for Registration and Issuance of Medium-term Notes and Ultra-short-term Financing Bills", which agreed that the Company would register and issue medium-term notes with a registered amount of not more than 2 billion yuan. Actual capital needs and inter-bank market capital status, can be issued one or more times within the validity period of registration. 3.Public issuance of corporate bonds On March 2, 2017, the 2nd Extraordinary General Meeting of Shareholders in 2017 reviewed and approved “the Proposal on the Public Issuance of Corporate Bonds for Qualified Investors". On February 27, 2019, the First Extraordinary General Meeting of Shareholders in 2019 The “Proposal on Extending the Validity Period of the Shareholders' Meeting for the Public Offering of Corporate Bonds to Qualified Investors” agreed to issue corporate bonds with a total issue of no more than RMB 2 billion and a term of no more than 10 years. On June 26, 2019, the Company received the “Approval of Approving CSG Holding Co., Ltd. to Issue Corporate Bonds to Qualified Investors” issued by China Securities Regulatory Commission (ZJXK [2019] No. 1140). On March 24, 2020 and March 25, 2020, the Company issued the first batch of corporate bonds with total amount of RMB 2 billion and valid term of 3 years at the issuance rate of 6%, and completed the redemption and delisting on March 27, 2023 (the original redemption date for this bond was March 25, 2023, but due to a statutory rest day, it was postponed to the first trading day thereafter). 4. Guarantee situation The 2022 Annual General Meeting of the Company reviewed and passed the Proposal on the 2023 Guarantee Plan, and approved the Company and its subsidiaries to provide guarantees in a total amount of not exceeding RMB 21,832 million (including effective but unexpired limit) for the 2023 credit lines from financial institutions to guaranteed entities within the scope of consolidated statements. Among them, the total amount of guarantees for all guaranteed entities with asset liability ratio of 70% or above shall not exceed the equivalent amount of RMB 920 million (including effective but unexpired limit). The Company’s external guarantees are all provided for subsidiaries within the scope of consolidated statement. As of 30 September 2023, the actual guarantee balance was RMB 5,855.02 million (of which the actual guarantee balance with asset liability ratio of 70% or above was RMB 351.82 million), accounting for 45.55% of the parent company’s net assets of RMB 12,854.88 million at the end of 2022, and 22.60% of the total assets of RMB 25,904.01 million. The Company has no overdue guarantee. The Company’s 2022 Annual General Meeting reviewed and passed the Proposal on the Development of Asset Pool Business in 2023. In order to achieve the overall management of the Company’s assets such as bills and letters of credit, the General Meeting of Shareholders approved the Company and its subsidiaries to conduct asset pool business of no more than RMB 1,600 million. Under the premise of controllable risks, various guarantee methods such as maximum pledge, general pledge, deposit certificate pledge, bill pledge, and margin pledge can be adopted for business development. As of 30 September 2023, the actual pledge amount of the asset pool business was RMB 1,048.9947 million, and the financing balance was RMB 931.4523 million. 5. Public offering of A-share convertible corporate bonds On 11 July 2022, the Company’s 2nd Extraordinary General Meeting of Shareholders in 2022 reviewed and approved relevant proposals on the Company's public offering of A-share convertible corporate bonds, and agreed to issue A-share convertible corporate bonds to raise a total amount not exceed RMB 2,800 million (inclusive), with a term of six years from the date of issuance. Due to factors such as changes in the capital market and the timing of financing, which resulted in immature application and issuance conditions, the Company did not make any substantial progress on the public offering of A-share convertible corporate bonds during the valid period as resolved. As of 11 July 2023, the Company’s plan for the public offering of A-share convertible corporate bonds expired and automatically lapsed. For further information, see the Announcement on the Expiry of the Plan for the Public Offering of A-share Convertible Corporate Bonds (Announcement number: 2023-025) disclosed by the Company on http://www.cninfo.com.cn dated 12 July 2023. 6. The matter of the special fund of RMB 171 million for talent introduction Regarding the special fund of RMB 171 million for talent introduction, the Company filed an infringement compensation lawsuit against Zeng Nan and others and Yichang Hongtai Real Estate Co., Ltd. on December 15, 2021, and Shenzhen Intermediate People's Court officially accepted it on January 28, 2022. The first trial of the case was completed in Shenzhen Intermediate People's Court on June 21, 2022, and is currently awaiting judgment. 7. Postponed re-election of the Board of Directors and the Supervisory Committee The term of office of the ninth Board of Directors and Supervisory Committee of the Company expired on 21 May 2023, and re- election is progressing steadily as of now. According to Articles 96 and 138 of the Articles of Association of CSG Holding Co., Ltd., if a new director/supervisor is not re-elected in time upon the expiry of the term of office of a director/supervisor, before the re- elected director/supervisor assumes his/her office, the former director/supervisor shall still perform the duties of a director/supervisor in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association. Therefore, the members of the ninth Board of Directors and Supervisory Committee are still performing their duties in a normal manner, and the re-election of the Board of Directors and the Supervisory Committee would not have any adverse impact on the Company’s operation and governance. IV. Quarterly financial statement (I) Financial Statements 1. Consolidated Balance Sheet Prepared by CSG Holding Co., Ltd. Unit: RMB
2. Consolidated income statement from the beginning of the year to the end of the report period Unit: RMB
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